SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gerngross Tillman U.

(Last)

(First)

(Middle)

C/O ADAGIO THERAPEUTICS, INC.

303 WYMAN STREET, SUITE 300

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2021

3. Issuer Name and Ticker or Trading Symbol
Adagio Therapeutics, Inc. [ ADGI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,985,295	I	By LLC⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	25,000,000	⁽²⁾	I	By LLC⁽¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	220,380	⁽²⁾	I	By LLC⁽¹⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	640,320	⁽²⁾	I	By LLC⁽¹⁾
Stock Option (Right to Buy)	⁽³⁾	05/06/2031	Common Stock	3,419,345	$10.14	D
Stock Option (Right to Buy)	⁽⁴⁾	07/03/2031	Common Stock	962,825	$12.8	D

Explanation of Responses:

1. These shares are held by Adimab, LLC (the "LLC"). The Reporting Person is an officer and member of the Board of Directors of the LLC and, as such, may be deemed to have shared voting and investment power with respect to the shares held by the LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into 5 shares of Common Stock, has no expiration date and is expected to automatically convert into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering of its Common Stock.

3. One quarter (1/4) of the options shall vest on May 7, 2022, and thereafter, the remainder of the options shall vest in 36 equal monthly installments on the 7th day of each month, subject to the Reporting Person's continuous service on each vesting date.

4. One quarter (1/4) of the options shall vest on July 4, 2022, and thereafter, the remainder of the options shall vest in 36 equal monthly installments on the 4th day of each month, subject to the Reporting Person's continuous service on each vesting date.

Remarks:

	/s/ Dorothy Vinsky, Attorney-in-Fact	08/05/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.